Second Amendment to the Term Loan Agreement dated August 3, 2023

THIS SECOND AMENDMENT TO TERM LOAN AGREEMENT (this “Agreement”), dated as of August 3, 2023 (the “Second Amendment Effective Date”), is entered into among Hasbro, Inc., a Rhode Island corporation (the “Borrower”), the Lenders party hereto and Bank of America, N.A., as Administrative Agent (the “Administrative Agent”).  All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Existing Term Loan Agreement (as defined below) or the Amended Term Loan Agreement (as defined below), as applicable.

WHEREAS, the Borrower, the Lenders and the Administrative Agent are party to that certain Term Loan Agreement, dated as of September 20, 2019 (as amended by that certain First Amendment to Term Loan Agreement, dated as of April 12, 2023, and as further amended, restated, amended and restated, extended, supplemented, or otherwise modified in writing from time to time prior to the Second Amendment Effective Date, the “Existing Term Loan Agreement”); and

WHEREAS, the Borrower has requested that the Lenders amend the Existing Term Loan Agreement as set forth below.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.          Amendments to the Existing Term Loan Agreement.  Subject to the satisfaction of the conditions precedent set forth in Section 2 hereof, the Existing Term Loan Agreement is hereby amended as follows (the Existing Term Loan Agreement, as so amended, the “Amended Term Loan Agreement”):

(a)          Section 1.01 of the Existing Term Loan Agreement is amended by adding the following definitions thereto, in the appropriate alphabetical order:

“EOne Disposition” means the Disposition (whether in one or a series of related transactions) comprised primarily of the Borrower’s eOne TV and film business and assets relating thereto that do not support the Borrower’s branded entertainment strategy, pursuant to the terms of a purchase agreement (the “EOne Purchase Agreement”) to be entered into by the Borrower and a third party no later than August 31, 2023.

“EOne Disposition Closing Date” means the date on which the EOne Disposition is consummated in accordance with the terms of the EOne Purchase Agreement.

“Second Amendment” means that certain Second Amendment to Term Loan Agreement, dated as of the Second Amendment Effective Date, by and among the Borrower, the Lenders party thereto and the Administrative Agent.

“Second Amendment Effective Date” means August 3, 2023.

(b)          Section 7.01(t) of the Existing Term Loan Agreement is amended and restated in its entirety to read as follows:

(t) other Liens on assets which secure obligations in an aggregate amount not exceeding the excess of (i)(x) prior to the EOne Disposition Closing Date, 15% of Consolidated Net Worth and (y) on or after the EOne Disposition Closing Date, the greater of (1) $450,000,000 and (2) 15% of Consolidated Net Worth over (ii) the aggregate outstanding amount of Indebtedness then incurred in accordance with Section 7.02(l) at any time outstanding.

(c)          Section 7.02(l) of the Existing Term Loan Agreement is amended and restated in its entirety to read as follows:

(l) other Indebtedness of the Borrower or its Subsidiaries in an aggregate principal amount not exceeding the excess of (i)(x) prior to the EOne Disposition Closing Date, 15% of Consolidated Net Worth and (y) on or after the EOne Disposition Closing Date, the greater of (1) $450,000,000 and (2) 15% of Consolidated Net Worth over (ii) the aggregate outstanding amount of obligations secured by Liens incurred in accordance with Section 7.01(t) at any time outstanding.

(d)          Section 7.03 of the Existing Term Loan Agreement is amended by adding the following new clause (g) at the end thereof:

(g) the Borrower may consummate the EOne Disposition, including any restructurings, reorganizations and intercompany transactions necessary or appropriate to effectuate the EOne Disposition.

(e)          Section 7.05(b) of the Existing Term Loan Agreement is amended and restated in its entirety to read as follows:

(b) Consolidated Total Leverage Ratio.  Following the making of the Loans on the Closing Date:

(i) the Borrower shall not permit the Consolidated Total Leverage Ratio as at the end of any fiscal quarter ended after the Closing Date but prior to the EOne Disposition Date to exceed the applicable ratio set forth in the applicable column opposite such fiscal quarter in the table below, based on the aggregate gross proceeds of Capital Stock issued by the Borrower after August 22, 2019 and on or prior to the Closing Date (“Equity Proceeds”); provided that (i) such ratio shall be calculated on a Pro Forma Basis for any Measurement Period including the fiscal quarter in which an acquisition or disposition occurs for which, in the case of an acquisition, the purchase price exceeds $100,000,000 or, in the case of a disposition, the fair market value of assets or business disposed exceeds $100,000,000; (ii) following such time after the Closing Date when the Consolidated Total Leverage Ratio is no greater than 3.75 to 1.00 for at least four fiscal quarters, then, upon written notice (such notice, a “Leverage Notice”) to the Administrative Agent from the Borrower that an acquisition (other than the EOne Acquisition) with an aggregate consideration greater than or equal to $500,000,000 has been consummated, then, notwithstanding the table below, the Borrower shall not permit the Consolidated Total Leverage Ratio to exceed 4.00 to 1.00 for each of the five consecutive fiscal quarters following the consummation of such acquisition; and (iii) following the five consecutive fiscal quarter period set forth in clause (ii), the Borrower shall not permit the Consolidated Total Leverage Ratio to exceed the applicable ratio set forth in the table below for not fewer than four fiscal quarters before a subsequent Leverage Notice is delivered to the Administrative Agent:

(ii) notwithstanding clause (b)(i) above, the Borrower shall not permit the Consolidated Total Leverage Ratio as at the end of any fiscal quarter ended on or after the EOne Disposition Closing Date to exceed 4.50 to 1.00; provided that such ratio shall be calculated on a Pro Forma Basis for any Measurement Period including the fiscal quarter in which an acquisition or disposition occurs for which, in the case of any acquisition, the purchase price exceeds $100,000,000 or, in the case of a disposition, the fair market value of assets or business disposed exceeds $100,000,000.

2.          Conditions Precedent.  This Agreement shall be effective on the Second Amendment Effective Date upon the satisfaction (or, except with respect to Section 2(a) hereof, waiver) of the following conditions precedent:

(a)          Receipt by the Administrative Agent of counterparts of this Agreement duly executed by the Borrower, Lenders party to the Existing Term Loan Agreement on the Second Amendment Effective Date constituting Required Lenders and the Administrative Agent.

(b)         Receipt by the Administrative Agent of a certificate, dated the Second Amendment Effective Date and signed by a duly authorized officer of the Borrower, confirming that (i) each of the representations and warranties made by the Borrower in Article V of the Amended Credit Agreement, this Agreement and the other Loan Documents are true in all material respects on and as of the Second Amendment Effective Date as if made on and as of the Second Amendment Effective Date, except (x) to the extent that such representations and warranties refer to an earlier date, in which case they were true in all material respects as of such earlier date or (y) to the extent that such representations and warranties are qualified as to materiality or Material Adverse Effect, in which case such representations and warranties shall be true in all respects and (ii) both before and after giving effect to this Agreement, no event shall have occurred and be continuing, or would result from this Agreement, that would, as of the Second Amendment Effective Date, constitute a Default or Event of Default.

(c)          The Borrower shall have paid (or caused to be paid), to the extent invoiced and received by the Borrower at least two Business Days prior to the Second Amendment Effective Date (or such later date as the Borrower may reasonably agree), all legal fees and expenses of the Administrative Agent and the Arrangers required to be paid pursuant to the terms of the Amended Term Loan Agreement.

3.          Miscellaneous.

(a)        The Amended Term Loan Agreement, each Subsidiary Guaranty (if any) and the other Loan Documents, and the obligations of each Loan Party thereunder, as amended hereby, are hereby ratified and confirmed and shall remain in full force and effect according to their terms.  This Agreement is a Loan Document.

(b)          The Borrower hereby represents and warrants as follows:

(i)          The Borrower has all requisite power and authority to execute, deliver and perform its obligations under this Agreement.

(ii)         The execution, delivery and performance by the Borrower of this Agreement, (x) has been duly authorized by all necessary corporate or other organizational action, and (y) does not and will not (a) contravene the terms of the Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any material Lien under any Contractual Obligation to which the Borrower is a party or affecting the Borrower or the properties of the Borrower or any of its Subsidiaries; or (c) violate any Law or any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or its property is subject, except, in the cases of clauses (b) and (c) to the extent such conflict, breach, contravention, creation or violation would not reasonably be expected to have a Material Adverse Effect.

(iii)        No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Agreement other than (i) those such as have been obtained or made and are in full force and effect, (ii) any filings of this Agreement with the SEC required to be made after the date hereof and (iii) such approvals, consents, exemptions, authorizations, actions or notices the failure of which to obtain or make would not reasonably be expected to have a Material Adverse Effect.

(iv)       This Agreement has been duly executed and delivered by the Borrower.  This Agreement constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights or remedies generally and by general principles of equity and an implied covenant of good faith and fair dealing.

(c)          The Borrower (i) acknowledges and consents to all of the terms and conditions of this Agreement, (ii) affirms all of its obligations under the Loan Documents, as amended by this Agreement, and (iii) agrees that this Agreement and all documents executed in connection herewith do not operate to reduce or discharge its obligations under the Loan Documents.

(d)          This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  Delivery of an executed counterpart of a signature page of this Agreement by telecopy or other electronic imaging means (e.g.  “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement.

(e)         If any provision of this Agreement is held to be illegal, invalid or unenforceable, (i) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby and (ii) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions.  The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

(f)          THIS AGREEMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(g)          The terms of Sections 10.14 and 10.15 of the Amended Term Loan Agreement with respect to submission to jurisdiction, waiver of venue, consent to service of process and waiver of jury trial are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms.